海南矿业股份有限公司第六届董事会第四次会议决议公告

Group 1 - The company held its fourth meeting of the sixth board of directors on February 9, 2026, to discuss urgent matters, with all 13 directors present [1][2] - The board approved a proposal for issuing shares and paying cash to acquire assets and raise matching funds, confirming compliance with relevant laws and regulations [2][4] - The proposal will be submitted to the shareholders' meeting for further approval [4] Group 2 - The company plans to acquire a 69.8959% stake in Luoyang Fengrui Fluorine Industry Co., Ltd. for a total investment of 150 million yuan, through a combination of share issuance and cash payment [5][6] - The share issuance will involve specific investors, including Wang Zhongxi, Wang Chen, and Shanghai Baidi Investment Management Co., Ltd. [10] - The share issuance price is set at 8.60 yuan per share, which is not less than 80% of the average trading price over the previous 120 trading days [11] Group 3 - The board approved a lock-up period of 12 months for the newly issued shares acquired by the investors [15] - The company will share any undistributed profits before the transaction completion among all shareholders based on their shareholding ratios [17] - Any profits or losses during the transition period will be allocated according to the respective shareholding ratios of the parties involved [19] Group 4 - The cash payment for the transaction will be sourced from raised matching funds and the company's own or self-raised funds [21] - The resolution for the share issuance and cash payment is valid for 12 months from the shareholders' meeting approval [23] - The company will not hold a shareholders' meeting to review the transaction until the relevant audit and evaluation work is completed [80]